§415B-84 Articles of merger or consolidation.
(a) The articles of merger or articles of consolidation shall be delivered to the director for filing and shall set forth:(1) Either:
(A) The names and jurisdictions of incorporation of the corporations proposing to merge, and the name and jurisdiction of incorporation of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; or
(B) The names and jurisdictions of incorporation of the corporations proposing to consolidate, and the name and jurisdiction of incorporation of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(2) A statement that the plan of merger or the plan of consolidation has been approved by the board of directors of each corporation, in accordance with section 415B-83;
(3) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:
(A) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or
(B) A statement that the plan was adopted by a consent in writing signed by all members entitled to vote with respect thereto;
(4) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of this fact, the date of the meeting of the board of directors at which the plan of merger or consolidation was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office; and
(5) A statement indicating the changes in the articles of incorporation of the surviving corporation to be effected by the merger or consolidation.
(b) After the articles of merger or articles of consolidation have been delivered to the director and filed, the certificate of merger or certificate of consolidation shall be issued by the director. [L 1985, c 270, pt of §1; am L 1987, c 135, §165; am L 1999, c 249, §20; am L 2000, c 219, §38]